EXHIBIT 4.17
                                                                EXECUTION COPY


                              Vitro, S.A. de C.V.

                         11.75% SENIOR Notes due 2013

                         REGISTRATION RIGHTS AGREEMENT

                                                              October 22, 2003



Citigroup Global Markets Inc.
Credit Suisse First Boston, LLC
As Representatives of the Initial Purchasers
c/o Citigroup Global Markets Inc.
388 Greenwich Street
New York, New York 10013

Ladies and Gentlemen:

          Vitro, S.A. de C.V., a corporation organized under the laws of
Mexico (the "Company"), proposes to issue and sell to certain purchasers (the
"Initial Purchasers"), for whom you (the "Representatives") are acting as
representatives, its 11.75% Senior Notes due 2013 (the "Securities"), upon the
terms set forth in the Purchase Agreement between the Company and the
Representatives dated October 15, 2003 (the "Purchase Agreement") relating to
the initial placement (the "Initial Placement") of the Securities. To induce
the Initial Purchasers to enter into the Purchase Agreement and to satisfy a
condition to your obligations thereunder, the Company agrees with you for your
benefit and the benefit of the holders from time to time of the Securities
(including the Initial Purchasers) (each a "Holder" and, collectively, the
"Holders"), as follows:

          1. Definitions. Capitalized terms used herein without definition
shall have their respective meanings set forth in the Purchase Agreement. As
used in this Agreement, the following capitalized defined terms shall have the
following meanings:

          "Act" shall mean the Securities Act of 1933, as amended, and the
rules and regulations of the Commission promulgated thereunder.

          "Affiliate" shall have the meaning specified in Rule 405 under the
Act and the terms "controlling" and "controlled" shall have meanings
correlative thereto.

          "Broker-Dealer" shall mean any broker or dealer registered as such
under the Exchange Act.

          "Business Day" shall mean any day other than a Saturday, a Sunday or
a legal holiday or a day on which banking institutions or trust companies are
authorized or obligated by law to close in New York City.

          "Closing Date" shall mean the date of the first issuance of the
Securities.

<PAGE>



          "Commission" shall mean the Securities and Exchange Commission.

          "Deferral Period" shall have the meaning indicated in Section
4(k)(ii) hereof.

          "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended, and the rules and regulations of the Commission promulgated
thereunder.

          "Exchange Offer Registration Period" shall mean the one-year period
following the consummation of the Registered Exchange Offer, exclusive of any
period during which any stop order shall be in effect suspending the
effectiveness of the Exchange Offer Registration Statement.

          "Exchange Offer Registration Statement" shall mean a registration
statement of the Company on an appropriate form under the Act with respect to
the Registered Exchange Offer, all amendments and supplements to such
registration statement, including post-effective amendments thereto, in each
case including the Prospectus contained therein, all exhibits thereto and all
material incorporated by reference therein.

          "Exchanging Dealer" shall mean any Holder (which may include any
Initial Purchaser) that is a Broker-Dealer and elects to exchange for New
Securities any Securities that it acquired for its own account as a result of
market-making activities or other trading activities (but not directly from
the Company or any Affiliate of the Company) for New Securities.

          "Final Memorandum" shall mean the offering memorandum, dated October
15, 2003 relating to the Securities, including any and all exhibits thereto
and any information incorporated by reference therein as of such date.

          "Holder" shall have the meaning set forth in the preamble hereto.

          "Indenture" shall mean the Indenture relating to the Securities,
dated as of, October 22, 2003 between the Company and Wachovia Bank, National
Association, as trustee, as the same may be amended from time to time in
accordance with the terms thereof.

          "Initial Placement" shall have the meaning set forth in the preamble
hereto.

          "Initial Purchaser" shall have the meaning set forth in the preamble
hereto.

          "Losses" shall have the meaning set forth in Section 6(d) hereof.

          "Majority Holders" shall mean, on any date, Holders of a majority of
the aggregate principal amount of Securities registered under a Registration
Statement.

          "Managing Underwriters" shall mean the investment banker or
investment bankers and manager or managers that administer an underwritten
offering, if any, under a Registration Statement.

          "NASD Rules" shall mean the Conduct Rules and the By-Laws of the
National Association of Securities Dealers, Inc.


                                      2
<PAGE>


          "New Securities" shall mean debt securities of the Company identical
in all material respects to the Securities (except that the transfer
restrictions shall be modified or eliminated, as appropriate) to be issued
under the New Securities Indenture.

          "New Securities Indenture" shall mean an indenture between the
Company and the New Securities Trustee, identical in all material respects to
the Indenture (except that the transfer restrictions shall be modified or
eliminated, as appropriate), which may be the Indenture if in the terms
thereof appropriate provision is made for the New Securities.

          "New Securities Trustee" shall mean a bank or trust company
reasonably satisfactory to the Initial Purchasers, as trustee with respect to
the New Securities under the New Securities Indenture.

          "Prospectus" shall mean the prospectus included in any Registration
Statement (including, without limitation, a prospectus that discloses
information previously omitted from a prospectus filed as part of an effective
registration statement in reliance upon Rule 430A under the Act), as amended
or supplemented by any prospectus supplement, with respect to the terms of the
offering of any portion of the Securities or the New Securities covered by
such Registration Statement, and all amendments and supplements thereto,
including any and all exhibits thereto and any information incorporated by
reference therein.

          "Purchase Agreement" shall have the meaning set forth in the
preamble hereto.

          "Registered Exchange Offer" shall mean the proposed offer of the
Company to issue and deliver to the Holders of the Securities that are not
prohibited by any law or policy of the Commission from participating in such
offer, in exchange for the Securities, a like aggregate principal amount of
the New Securities.

          "Registrable Securities" shall mean (i) Securities other than those
that have been (A) registered under a Registration Statement and disposed of
in accordance therewith or (B) distributed to the public pursuant to Rule 144
under the Act or any successor rule or regulation thereto that may be adopted
by the Commission and (ii) any New Securities resale of which by the Holder
thereof requires compliance with the prospectus delivery requirements of the
Act.

          "Registration Default Damages" shall have the meaning set forth in
Section 8 hereof.

          "Registration Statement" shall mean any Exchange Offer Registration
Statement or Shelf Registration Statement that covers any of the Securities or
the New Securities pursuant to the provisions of this Agreement, any
amendments and supplements to such registration statement, including
post-effective amendments (in each case including the Prospectus contained
therein), all exhibits thereto and all material incorporated by reference
therein.

          "Securities" shall have the meaning set forth in the preamble
hereto.

          "Shelf Registration" shall mean a registration effected pursuant to
Section 3 hereof.


                                      3
<PAGE>


          "Shelf Registration Period" has the meaning set forth in Section
3(b) hereof.

          "Shelf Registration Statement" shall mean a "shelf" registration
statement of the Company pursuant to the provisions of Section 3 hereof which
covers some or all of the Securities or New Securities, as applicable, on an
appropriate form under Rule 415 under the Act, or any similar rule that may be
adopted by the Commission, amendments and supplements to such registration
statement, including post-effective amendments, in each case including the
Prospectus contained therein, all exhibits thereto and all material
incorporated by reference therein.

          "Trustee" shall mean the trustee with respect to the Securities
under the Indenture.

          "Trust Indenture Act" shall mean the Trust Indenture Act of 1939, as
amended, and the rules and regulations of the Commission promulgated
thereunder.

          "underwriter" shall mean any underwriter of Securities in connection
with an offering thereof under a Shelf Registration Statement.

          2. Registered Exchange Offer. (a) The Company shall prepare and file
with the Commission the Exchange Offer Registration Statement with respect to
the Registered Exchange Offer. The Company shall use its reasonable best
efforts to cause the Exchange Offer Registration Statement to become effective
under the Act within 210 days after the Closing Date, and to consummate the
Registered Exchange Offer within 240 days after the Closing Date.

          (b) Upon the effectiveness of the Exchange Offer Registration
Statement, the Company shall promptly commence the Registered Exchange Offer,
it being the objective of such Registered Exchange Offer to enable each Holder
electing to exchange Securities for New Securities (assuming that such Holder
is not an Affiliate of the Company, acquires the New Securities in the
ordinary course of such Holder's business, has no arrangements with any person
to participate in the distribution of the New Securities and is not prohibited
by any law or policy of the Commission from participating in the Registered
Exchange Offer) to trade such New Securities from and after their receipt
without any limitations or restrictions under the Act and without material
restrictions under the securities laws of a substantial proportion of the
several states of the United States.

          (c) In connection with the Registered Exchange Offer, the Company
shall:

          (i) mail to each Holder a copy of the Prospectus forming part of the
     Exchange Offer Registration Statement, together with an appropriate
     letter of transmittal and related documents;

          (ii) keep the Registered Exchange Offer open for not less than 20
     Business Days and not more than 30 Business Days after the date notice
     thereof is mailed to the Holders (or, in each case, longer if required by
     applicable law);

          (iii) use its best efforts to keep the Exchange Offer Registration
     Statement continuously effective under the Act, supplemented and amended
     as


                                      4
<PAGE>


     required, under the Act to ensure that it is available for sales of New
     Securities by Exchanging Dealers during the Exchange Offer Registration
     Period;

               (iv) utilize the services of a depositary for the Registered
          Exchange Offer with an address in the Borough of Manhattan in New
          York City, which may be the Trustee, the New Securities Trustee or
          an Affiliate of either of them;

               (v) permit Holders to withdraw tendered Securities at any time
          prior to the close of business, New York time, on the last Business
          Day on which the Registered Exchange Offer is open;

               (vi) prior to effectiveness of the Exchange Offer Registration
          Statement, provide a supplemental letter to the Commission (A)
          stating that the Company is conducting the Registered Exchange Offer
          in reliance on the position of the Commission in Exxon Capital
          Holdings Corporation (pub. avail. May 13, 1988), Morgan Stanley and
          Co., Inc. (pub. avail. June 5, 1991); and (B) including a
          representation that the Company has not entered into any arrangement
          or understanding with any person to distribute the New Securities to
          be received in the Registered Exchange Offer and that, to the best
          of the Company's information and belief, each Holder participating
          in the Registered Exchange Offer is acquiring the New Securities in
          the ordinary course of business and has no arrangement or
          understanding with any person to participate in the distribution of
          the New Securities; and

               (vii) comply in all respects with all applicable laws.

          (d) As soon as practicable after the close of the Registered
Exchange Offer, the Company shall:

                    (i) accept for exchange all Securities tendered and not
               validly withdrawn pursuant to the Registered Exchange Offer;

                    (ii) deliver to the Trustee for cancellation in accordance
               with Section 4(s) all Securities so accepted for exchange; and

                    (iii) cause the New Securities Trustee promptly to
               authenticate and deliver to each Holder of Securities a
               principal amount of New Securities equal to the principal
               amount of the Securities of such Holder so accepted for
               exchange.

          (e) Each Holder hereby acknowledges and agrees that any
Broker-Dealer and any such Holder using the Registered Exchange Offer to
participate in a distribution of the New Securities (x) could not under
Commission policy as in effect on the date of this Agreement rely on the
position of the Commission in Exxon Capital Holdings Corporation (pub. avail.
May 13, 1988) and Morgan Stanley and Co., Inc. (pub. avail. June 5, 1991), as
interpreted in the Commission's letter to Shearman & Sterling dated July 2,
1993 and similar no-action letters; and (y) must comply with the registration
and prospectus delivery requirements of the Act in connection with any
secondary resale transaction, which must be covered by an effective
registration statement containing the selling security holder information
required by Item 507 or


                                      5
<PAGE>


508, as applicable, of Regulation S-K under the Act if the resales are of New
Securities obtained by such Holder in exchange for Securities acquired by such
Holder directly from the Company or one of its Affiliates. Accordingly, each
Holder participating in the Registered Exchange Offer shall be required to
represent to the Company that, at the time of the consummation of the
Registered Exchange Offer:

                    (i) any New Securities received by such Holder will be
               acquired in the ordinary course of business;

                    (ii) such Holder will have no arrangement or understanding
               with any person to participate in the distribution of the
               Securities or the New Securities within the meaning of the Act;
               and

                    (iii) such Holder is not an Affiliate of the Company.

          (f) If any Initial Purchaser determines that it is not eligible to
participate in the Registered Exchange Offer with respect to the exchange of
Securities constituting any portion of an unsold allotment, at the request of
such Initial Purchaser, the Company shall issue and deliver to such Initial
Purchaser or the person purchasing New Securities registered under a Shelf
Registration Statement as contemplated by Section 3 hereof from such Initial
Purchaser, in exchange for such Securities, a like principal amount of New
Securities. The Company shall use its reasonable best efforts to cause the
CUSIP Service Bureau to issue the same CUSIP number for such New Securities as
for New Securities issued pursuant to the Registered Exchange Offer.

          3. Shelf Registration. (a) If (i) due to any change in law or
applicable interpretations thereof by the Commission's staff, the Company
determines upon advice of its outside counsel that it is not permitted to
effect the Registered Exchange Offer as contemplated by Section 2 hereof; (ii)
for any other reason the Registered Exchange Offer is not consummated within
240 days of the Closing Date; (iii) any Initial Purchaser so requests with
respect to Securities that are not eligible to be exchanged for New Securities
in the Registered Exchange Offer and that are held by it following
consummation of the Registered Exchange Offer; (iv) any Holder (other than an
Initial Purchaser) is not eligible to participate in the Registered Exchange
Offer; or (v) in the case of any Initial Purchaser that participates in the
Registered Exchange Offer or acquires New Securities pursuant to Section 2(f)
hereof, such Initial Purchaser does not receive freely tradeable New
Securities in exchange for Securities constituting any portion of an unsold
allotment (it being understood that (x) the requirement that an Initial
Purchaser deliver a Prospectus containing the information required by Item 507
or 508 of Regulation S-K under the Act in connection with sales of New
Securities acquired in exchange for such Securities shall result in such New
Securities being not "freely tradeable"; and (y) the requirement that an
Exchanging Dealer deliver a Prospectus in connection with sales of New
Securities acquired in the Registered Exchange Offer in exchange for
Securities acquired as a result of market-making activities or other trading
activities shall not result in such New Securities being not "freely
tradeable"), the Company shall effect a Shelf Registration Statement in
accordance with subsection (b) below.

          (b) (i) The Company shall as promptly as practicable (but in no
event more than 30 days after so required or requested pursuant to this
Section 3), file with the Commission and


                                      6
<PAGE>


shall use its reasonable best efforts to cause to be declared effective under
the Act within 90 days after so required or requested, a Shelf Registration
Statement relating to the offer and sale of the Securities or the New
Securities, as applicable, by the Holders thereof from time to time in
accordance with the methods of distribution elected by such Holders and set
forth in such Shelf Registration Statement; provided, however, that no Holder
(other than an Initial Purchaser) shall be entitled to have the Securities
held by it covered by such Shelf Registration Statement unless such Holder
agrees in writing to be bound by all of the provisions of this Agreement
applicable to such Holder; and provided further, that with respect to New
Securities received by an Initial Purchaser in exchange for Securities
constituting any portion of an unsold allotment, the Company may, if permitted
by current interpretations by the Commission's staff, file a post-effective
amendment to the Exchange Offer Registration Statement containing the
information required by Item 507 or 508 of Regulation S-K, as applicable, in
satisfaction of its obligations under this subsection with respect thereto,
and any such Exchange Offer Registration Statement, as so amended, shall be
referred to herein as, and governed by the provisions herein applicable to, a
Shelf Registration Statement.

                    (ii) The Company shall use its best efforts to keep the
               Shelf Registration Statement continuously effective,
               supplemented and amended as required by the Act, in order to
               permit the Prospectus forming part thereof to be usable by
               Holders for a period (the "Shelf Registration Period") from the
               date the Shelf Registration Statement is declared effective by
               the Commission until (A) the second anniversary thereof or (B)
               the date upon which all the Securities or New Securities, as
               applicable, covered by the Shelf Registration Statement have
               been sold pursuant to the Shelf Registration Statement. The
               Company shall be deemed not to have used its best efforts to
               keep the Shelf Registration Statement effective during the
               Shelf Registration Period if it voluntarily takes any action
               that would result in Holders of Securities covered thereby not
               being able to offer and sell such Securities at any time during
               the Shelf Registration Period, unless such action is (x)
               required by applicable law or otherwise undertaken by the
               Company in good faith and for valid business reasons (not
               including avoidance of the Company's obligations hereunder),
               including the acquisition or divestiture of assets, and (y)
               permitted pursuant to Section 4(k)(ii) hereof.

                    (iii) The Company shall cause the Shelf Registration
               Statement and the related Prospectus and any amendment or
               supplement thereto, as of the effective date of the Shelf
               Registration Statement or such amendment or supplement, (A) to
               comply in all material respects with the applicable
               requirements of the Act; and (B) not to contain any untrue
               statement of a material fact or omit to state a material fact
               required to be stated therein or necessary in order to make the
               statements therein (in the case of the Prospectus, in the light
               of the circumstances under which they were made) not
               misleading.

          4. Additional Registration Procedures. In connection with any Shelf
Registration Statement and, to the extent applicable, any Exchange Offer
Registration Statement, the following provisions shall apply.


                                      7
<PAGE>


          (a) The Company shall:

                    (i) furnish to each of the Representatives and to counsel
               for the Holders, not less than five Business Days prior to the
               filing thereof with the Commission, a copy of any Exchange
               Offer Registration Statement and any Shelf Registration
               Statement, and each amendment thereof and each amendment or
               supplement, if any, to the Prospectus included therein
               (including all documents incorporated by reference therein
               after the initial filing) and shall use its reasonable best
               efforts to reflect in each such document, when so filed with
               the Commission, such comments as the Representatives reasonably
               propose;

                    (ii) include the information set forth in Annex A hereto
               on the facing page of the Exchange Offer Registration
               Statement, in Annex B hereto in the forepart of the Exchange
               Offer Registration Statement in a section setting forth details
               of the Exchange Offer, in Annex C hereto in the underwriting or
               plan of distribution section of the Prospectus contained in the
               Exchange Offer Registration Statement, and in Annex D hereto in
               the letter of transmittal delivered pursuant to the Registered
               Exchange Offer;

                    (iii) if requested by an Initial Purchaser, include the
               information required by Item 507 or 508 of Regulation S-K, as
               applicable, in the Prospectus contained in the Exchange Offer
               Registration Statement; and

                    (iv) in the case of a Shelf Registration Statement,
               include the names of the Holders that propose to sell
               Securities pursuant to the Shelf Registration Statement as
               selling security holders.

          (b) The Company shall ensure that:

                    (i) any Registration Statement and any amendment thereto
               and any Prospectus forming part thereof and any amendment or
               supplement thereto complies in all material respects with the
               Act; and

                    (ii) any Registration Statement and any amendment thereto
               does not, when it becomes effective, contain an untrue
               statement of a material fact or omit to state a material fact
               required to be stated therein or necessary to make the
               statements therein (in the case of the Prospectus, in the light
               of the circumstances under which they were made) not
               misleading.

          (c) The Company shall advise the Representatives, the Holders of
Securities covered by any Shelf Registration Statement and any Exchanging
Dealer under any Exchange Offer Registration Statement that has provided in
writing to the Company a telephone or facsimile number and address for
notices, and, if requested by any Representative or any such Holder or
Exchanging Dealer, shall confirm such advice in writing (which notice pursuant
to clauses (ii)-(v) hereof shall be accompanied by an instruction to suspend
the use of the Prospectus until the Company shall have remedied the basis for
such suspension):


                                      8
<PAGE>


               (i) when a Registration Statement and any amendment thereto has
          been filed with the Commission and when the Registration Statement
          or any post-effective amendment thereto has become effective;

               (ii) of any request by the Commission for any amendment or
          supplement to the Registration Statement or the Prospectus or for
          additional information;

               (iii) of the issuance by the Commission of any stop order
          suspending the effectiveness of the Registration Statement or the
          institution or threatening of any proceeding for that purpose;

               (iv) of the receipt by the Company of any notification with
          respect to the suspension of the qualification of the securities
          included therein for sale in any jurisdiction or the institution or
          threatening of any proceeding for such purpose; and

               (v) of the happening of any event that requires any change in
          the Registration Statement or the Prospectus so that, as of such
          date, they (A) do not contain any untrue statement of a material
          fact and (B) do not omit to state a material fact required to be
          stated therein or necessary to make the statements therein (in the
          case of the Prospectus, in the light of the circumstances under
          which they were made) not misleading.

          (d) The Company shall use its best efforts to prevent the issuance
of any order suspending the effectiveness of any Registration Statement or the
qualification of the securities therein for sale in any jurisdiction and, if
issued, to obtain as soon as possible the withdrawal thereof.

          (e) The Company shall furnish to each Holder of Securities covered
by any Shelf Registration Statement, without charge, at least one copy of such
Shelf Registration Statement and any post-effective amendment thereto,
including all material incorporated therein by reference, and, if the Holder
so requests in writing, all exhibits thereto (including exhibits incorporated
by reference therein).

          (f) The Company shall, during the Shelf Registration Period, deliver
to each Holder of Securities covered by any Shelf Registration Statement,
without charge, as many copies of the Prospectus (including the Preliminary
Prospectus) included in such Shelf Registration Statement and any amendment or
supplement thereto as such Holder may reasonably request. The Company consents
to the use of the Prospectus or any amendment or supplement thereto by each of
the selling Holders of Securities in connection with the offering and sale of
the Securities covered by the Prospectus, or any amendment or supplement
thereto, included in the Shelf Registration Statement.

          (g) The Company shall furnish to each Exchanging Dealer which so
requests, without charge, at least one copy of the Exchange Offer Registration
Statement and any post-effective amendment thereto, including all material
incorporated by reference therein, and, if the


                                      9
<PAGE>


Exchanging Dealer so requests in writing, all exhibits thereto (including
exhibits incorporated by reference therein).

          (h) The Company shall promptly deliver to each Initial Purchaser,
each Exchanging Dealer and each other person required to deliver a Prospectus
during the Exchange Offer Registration Period, without charge, as many copies
of the Prospectus included in such Exchange Offer Registration Statement and
any amendment or supplement thereto as any such person may reasonably request.
The Company consents to the use of the Prospectus or any amendment or
supplement thereto by any Initial Purchaser, any Exchanging Dealer and any
such other person that may be required to deliver a Prospectus following the
Registered Exchange Offer in connection with the offering and sale of the New
Securities covered by the Prospectus, or any amendment or supplement thereto,
included in the Exchange Offer Registration Statement.

          (i) Prior to the Registered Exchange Offer or any other offering of
Securities pursuant to any Registration Statement, the Company shall arrange,
if necessary, for the qualification of the Securities or the New Securities
for sale under the laws of such jurisdictions as any Holder shall reasonably
request and shall maintain such qualification in effect so long as required;
provided that in no event shall the Company be obligated to qualify to do
business in any jurisdiction where it is not then so qualified or to take any
action that would subject it to service of process in suits, other than those
arising out of the Initial Placement, the Registered Exchange Offer or any
offering pursuant to a Shelf Registration Statement, in any such jurisdiction
where it is not then so subject.

          (j) The Company shall cooperate with the Holders of Securities to
facilitate the timely preparation and delivery of certificates representing
New Securities or Securities to be issued or sold pursuant to any Registration
Statement free of any restrictive legends and in such denominations and
registered in such names as Holders may request.

          (k) (i) Upon the occurrence of any event contemplated by subsections
(c)(ii) through (v) above, the Company shall promptly (or within the time
period provided for by clause (ii) hereof, if applicable) prepare a
post-effective amendment to the applicable Registration Statement or an
amendment or supplement to the related Prospectus or file any other required
document so that, as thereafter delivered to Initial Purchasers of the
securities included therein, the Prospectus will not include an untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein, in the light of
the circumstances under which they were made, not misleading. In such
circumstances, the period of effectiveness of the Exchange Offer Registration
Statement provided for in Section 2 shall be extended by the number of days
from and including the date of the giving of a notice of suspension pursuant
to Section 4(c) to and including the date when the Initial Purchasers, the
Holders of the Securities and any known Exchanging Dealer shall have received
such amended or supplemented Prospectus pursuant to this Section.

               (ii) Upon the occurrence or existence of any pending corporate
          development or any other material event that, in the reasonable
          judgment of the Company, makes it appropriate to suspend the
          availability of a Shelf Registration


                                      10
<PAGE>


          Statement and the related Prospectus, the Company shall give notice
          (without notice of the nature or details of such events) to the
          Holders that the availability of the Shelf Registration is suspended
          and, upon actual receipt of any such notice, each Holder agrees not
          to sell any Registrable Securities pursuant to the Shelf
          Registration until such Holder's receipt of copies of the
          supplemented or amended Prospectus provided for in Section 3(i)
          hereof, or until it is advised in writing by the Company that the
          Prospectus may be used, and has received copies of any additional or
          supplemental filings that are incorporated or deemed incorporated by
          reference in such Prospectus. The period during which the
          availability of the Shelf Registration Statement and any Prospectus
          is suspended (the "Deferral Period") shall not exceed 45 days in any
          three-month period or 90 days in any twelve-month period.

          (l) Not later than the effective date of any Registration Statement,
the Company shall provide a CUSIP number for the Securities or the New
Securities, as the case may be, registered under such Registration Statement
and provide the Trustee with printed certificates for such Securities or New
Securities, in a form eligible for deposit with The Depository Trust Company.

          (m) The Company shall comply with all applicable rules and
regulations of the Commission and shall make generally available to its
security holders an earnings statement satisfying the provisions of Section
11(a) of the Act as soon as practicable after the effective date of the
applicable Registration Statement and in any event no later than 45 days after
the end of a 12-month period (or 90 days, if such period is a fiscal year)
beginning with the first month of the Company's first fiscal quarter
commencing after the effective date of the applicable Registration Statement.

          (n) The Company shall cause the New Securities Indenture to be
qualified under the Trust Indenture Act in a timely manner.

          (o) The Company may require each Holder of securities to be sold
pursuant to any Shelf Registration Statement to furnish to the Company such
information regarding the Holder and the distribution of such securities as
the Company may from time to time reasonably require for inclusion in such
Registration Statement. The Company may exclude from such Shelf Registration
Statement the Securities of any Holder that unreasonably fails to furnish such
information within a reasonable time after receiving such request.

          (p) In the case of any Shelf Registration Statement, the Company
shall enter into customary agreements (including, if requested, an
underwriting agreement in customary form) and take all other appropriate
actions in order to expedite or facilitate the registration or the disposition
of the Securities, and in connection therewith, if an underwriting agreement
is entered into, cause the same to contain indemnification provisions and
procedures no less favorable than those set forth in Section 6 hereof.

          (q) In the case of any Shelf Registration Statement, the Company
shall:



                                      11
<PAGE>


               (i) make reasonably available for inspection by the Holders of
          Securities to be registered thereunder, any underwriter
          participating in any disposition pursuant to such Registration
          Statement, and any attorney, accountant or other agent retained by
          the Holders or any such underwriter all relevant financial and other
          records and pertinent corporate documents of the Company and its
          subsidiaries;

               (ii) cause the Company's officers, directors, employees,
          accountants and auditors to supply all relevant information
          reasonably requested by the Holders or any such underwriter,
          attorney, accountant or agent in connection with any such
          Registration Statement as is customary for similar due diligence
          examinations;

               (iii) make such representations and warranties to the Holders
          of Securities registered thereunder and the underwriters, if any, in
          form, substance and scope as are customarily made by issuers to
          underwriters in primary underwritten offerings and covering matters
          including, but not limited to, those set forth in the Purchase
          Agreement;

               (iv) obtain opinions of counsel to the Company and updates
          thereof (which counsel and opinions (in form, scope and substance)
          shall be reasonably satisfactory to the Managing Underwriters, if
          any) addressed to each selling Holder and the underwriters, if any,
          covering such matters as are customarily covered in opinions
          requested in underwritten offerings and such other matters as may be
          reasonably requested by such Holders and underwriters;

               (v) obtain "comfort" letters and updates thereof from the
          independent certified public accountants of the Company (and, if
          necessary, any other independent certified public accountants of any
          subsidiary of the Company or of any business acquired by the Company
          for which financial statements and financial data are, or are
          required to be, included in the Registration Statement), addressed
          to each selling Holder of Securities registered thereunder and the
          underwriters, if any, in customary form and covering matters of the
          type customarily covered in "comfort" letters in connection with
          primary underwritten offerings; and

               (vi) deliver such documents and certificates as may be
          reasonably requested by the Majority Holders or the Managing
          Underwriters, if any, including those to evidence compliance with
          Section 4(k) and with any customary conditions contained in the
          underwriting agreement or other agreement entered into by the
          Company.

The actions set forth in clauses (iii), (iv), (v) and (vi) of this paragraph
(q) shall be performed at (A) the effectiveness of such Registration Statement
and each post-effective amendment thereto; and (B) each closing under any
underwriting or similar agreement as and to the extent required thereunder.


                                      12
<PAGE>



          (r) In the case of any Exchange Offer Registration Statement, the
Company shall, if requested by an Initial Purchaser, or by a broker dealer
that holds Securities that were acquired as a result of market making or other
trading activities:

               (i) make reasonably available for inspection by the requesting
          party, and any attorney, accountant or other agent retained by the
          requesting party, all relevant financial and other records,
          pertinent corporate documents and properties of the Company and its
          subsidiaries;

               (ii) cause the Company's officers, directors, employees,
          accountants and auditors to supply all relevant information
          reasonably requested by the requesting party or any such attorney,
          accountant or agent in connection with any such Registration
          Statement as is customary for similar due diligence examinations;

               (iii) make such representations and warranties to the
          requesting party, in form, substance and scope as are customarily
          made by issuers to underwriters in primary underwritten offerings
          and covering matters including, but not limited to, those set forth
          in the Purchase Agreement;

               (iv) obtain opinions of counsel to the Company and updates
          thereof (which counsel and opinions (in form, scope and substance)
          shall be reasonably satisfactory to the requesting party and its
          counsel), addressed to the requesting party, covering such matters
          as are customarily covered in opinions requested in underwritten
          offerings and such other matters as may be reasonably requested by
          the requesting party or its counsel;

               (v) obtain "comfort" letters and updates thereof from the
          independent certified public accountants of the Company (and, if
          necessary, any other independent certified public accountants of any
          subsidiary of the Company or of any business acquired by the Company
          for which financial statements and financial data are, or are
          required to be, included in the Registration Statement), addressed
          to the requesting party, in customary form and covering matters of
          the type customarily covered in "comfort" letters in connection with
          primary underwritten offerings, or if requested by the requesting
          party or its counsel in lieu of a "comfort" letter, an agreed-upon
          procedures letter under Statement on Auditing Standards No. 35,
          covering matters requested by the requesting party or its counsel;
          and

               (vi) deliver such documents and certificates as may be
          reasonably requested by the requesting party or its counsel,
          including those to evidence compliance with Section 4(k) and with
          conditions customarily contained in underwriting agreements.

The foregoing actions set forth in clauses (iii), (iv), (v), and (vi) of this
Section shall be performed at the close of the Registered Exchange Offer and
the effective date of any post-effective amendment to the Exchange Offer
Registration Statement.


                                      13
<PAGE>


          (s) If a Registered Exchange Offer is to be consummated, upon
delivery of the Securities by Holders to the Company (or to such other person
as directed by the Company) in exchange for the New Securities, the Company
shall mark, or caused to be marked, on the Securities so exchanged that such
Securities are being cancelled in exchange for the New Securities. In no event
shall the Securities be marked as paid or otherwise satisfied.

          (t) The Company shall use its reasonable best efforts if the
Securities have been rated prior to the initial sale of such Securities, to
confirm such ratings will apply to the Securities or the New Securities, as
the case may be, covered by a Registration Statement.

          (u) In the event that any Broker-Dealer shall underwrite any
Securities or participate as a member of an underwriting syndicate or selling
group or "assist in the distribution" (within the meaning of the NASD Rules)
thereof, whether as a Holder of such Securities or as an underwriter, a
placement or sales agent or a broker or dealer in respect thereof, or
otherwise, the Company shall assist such Broker-Dealer in complying with the
NASD Rules.

          (v) The Company shall use its reasonable best efforts to take all
other steps necessary to effect the registration of the Securities or the New
Securities, as the case may be, covered by a Registration Statement.

          5. Registration Expenses. The Company shall bear all expenses
incurred in connection with the performance of its obligations under Sections
2, 3 and 4 hereof and, in the event of any Shelf Registration Statement, will
reimburse the Holders for the reasonable fees and disbursements of one firm or
counsel (which shall initially be Cleary, Gottlieb, Steen & Hamilton, but
which may be another nationally recognized law firm experienced in securities
matters designated by the Majority Holders) to act as counsel for the Holders
in connection therewith, and, in the case of any Exchange Offer Registration
Statement, will reimburse the Initial Purchasers for the reasonable fees and
disbursements of counsel acting in connection therewith.

          6. Indemnification and Contribution. (a) The Company agrees to
indemnify and hold harmless each Holder of Securities or New Securities, as
the case may be, covered by any Registration Statement, each Initial Purchaser
and, with respect to any Prospectus delivery as contemplated in Section 4(h)
hereof, each Exchanging Dealer, the directors, officers, employees, Affiliates
and agents of each such Holder, Initial Purchaser or Exchanging Dealer and
each person who controls any such Holder, Initial Purchaser or Exchanging
Dealer within the meaning of either the Act or the Exchange Act against any
and all losses, claims, damages or liabilities, joint or several, to which
they or any of them may become subject under the Act, the Exchange Act or
other federal or state statutory law or regulation, at common law or
otherwise, insofar as such losses, claims, damages or liabilities (or actions
in respect thereof) arise out of or are based upon any untrue statement or
alleged untrue statement of a material fact contained in the Registration
Statement as originally filed or in any amendment thereof, or in any
preliminary Prospectus or the Prospectus, or in any amendment thereof or
supplement thereto, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein (in the case of any preliminary
Prospectus or the Prospectus, in the light of the circumstances under which
they were made) not



                                      14
<PAGE>


misleading, and agrees to reimburse each such indemnified party, as incurred,
for any legal or other expenses reasonably incurred by it in connection with
investigating or defending any such loss, claim, damage, liability or action;
provided, however, that the Company will not be liable in any such case to the
extent that any such loss, claim, damage or liability arises out of or is
based upon any such untrue statement or alleged untrue statement or omission
or alleged omission made therein in reliance upon and in conformity with
written information furnished to the Company by or on behalf of the party
claiming indemnification specifically for inclusion therein. This indemnity
agreement shall be in addition to any liability that the Company may otherwise
have.

          The Company also agrees to indemnify as provided in this Section
6(a) or contribute as provided in Section 6(d) hereof to Losses of each
underwriter, if any, of Securities or New Securities, as the case may be,
registered under a Shelf Registration Statement, their directors, officers,
employees, Affiliates or agents and each person who controls such underwriter
on substantially the same basis as that of the indemnification of the Initial
Purchasers and the selling Holders provided in this Section 6(a) and shall, if
requested by any Holder, enter into an underwriting agreement reflecting such
agreement, as provided in Section 4(p) hereof.

          (b) Each Holder of securities covered by a Registration Statement
(including each Initial Purchaser that is a Holder, in such capacity)
severally and not jointly agrees to indemnify and hold harmless the Company,
each of its directors, each of its officers who signs such Registration
Statement and each person who controls the Company within the meaning of
either the Act or the Exchange Act, to the same extent as the foregoing
indemnity from the Company to each such Holder, but only with reference to
written information relating to such Holder furnished to the Company by or on
behalf of such Holder specifically for inclusion in the documents referred to
in the foregoing indemnity. This indemnity agreement will be in addition to
any liability that any such Holder may otherwise have.

          (c) Promptly after receipt by an indemnified party under this
Section 6 or notice of the commencement of any action, such indemnified party
will, if a claim in respect thereof is to be made against the indemnifying
party under this Section, notify the indemnifying party in writing of the
commencement thereof; but the failure so to notify the indemnifying party (i)
will not relieve it from liability under paragraph (a) or (b) above unless and
to the extent it did not otherwise learn of such action and such failure
results in the forfeiture by the indemnifying party of substantial rights and
defenses; and (ii) will not, in any event, relieve the indemnifying party from
any obligations to any indemnified party other than the indemnification
obligation provided in paragraph (a) or (b) above. The indemnifying party
shall be entitled to appoint counsel (including local counsel) of the
indemnifying party's choice at the indemnifying party's expense to represent
the indemnified party in any action for which indemnification is sought (in
which case the indemnifying party shall not thereafter be responsible for the
fees and expenses of any separate counsel, other than local counsel if not
appointed by the indemnifying party, retained by the indemnified party or
parties except as set forth below); provided, however, that such counsel shall
be satisfactory to the indemnified party. Notwithstanding the indemnifying
party's election to appoint counsel (including local counsel) to represent the
indemnified party in an action, the indemnified party shall have the right to
employ separate counsel (including local counsel), and the indemnifying party
shall bear the reasonable fees, costs and expenses of such separate counsel if
(i) the use of counsel chosen by the indemnifying party to represent the


                                      15
<PAGE>



indemnified party would present such counsel with a conflict of interest; (ii)
the actual or potential defendants in, or targets of, any such action include
both the indemnified party and the indemnifying party and the indemnified
party shall have reasonably concluded that there may be legal defenses
available to it and/or other indemnified parties that are different from or
additional to those available to the indemnifying party; (iii) the
indemnifying party shall not have employed counsel satisfactory to the
indemnified party to represent the indemnified party within a reasonable time
after notice of the institution of such action; or (iv) the indemnifying party
shall authorize the indemnified party to employ separate counsel at the
expense of the indemnifying party. An indemnifying party will not, without the
prior written consent of the indemnified parties, settle or compromise or
consent to the entry of any judgment with respect to any pending or threatened
claim, action, suit or proceeding in respect of which indemnification or
contribution may be sought hereunder (whether or not the indemnified parties
are actual or potential parties to such claim or action) unless such
settlement, compromise or consent includes an unconditional release of each
indemnified party from all liability arising out of such claim, action, suit
or proceeding.

          (d) In the event that the indemnity provided in paragraph (a) or (b)
of this Section is unavailable to or insufficient to hold harmless an
indemnified party for any reason, then each applicable indemnifying party
shall have a joint and several obligation to contribute to the aggregate
losses, claims, damages and liabilities (including legal or other expenses
reasonably incurred in connection with investigating or defending any loss,
claim, liability, damage or action) (collectively "Losses") to which such
indemnified party may be subject in such proportion as is appropriate to
reflect the relative benefits received by such indemnifying party, on the one
hand, and such indemnified party, on the other hand, from the Initial
Placement and the Registration Statement which resulted in such Losses;
provided, however, that in no case shall any Initial Purchaser be responsible,
in the aggregate, for any amount in excess of the purchase discount or
commission applicable to such Security, or in the case of a New Security,
applicable to the Security that was exchangeable into such New Security, as
set forth in the Final Memorandum, nor shall any underwriter be responsible
for any amount in excess of the underwriting discount or commission applicable
to the securities purchased by such underwriter under the Registration
Statement which resulted in such Losses. If the allocation provided by the
immediately preceding sentence is unavailable for any reason, the indemnifying
party and the indemnified party shall contribute in such proportion as is
appropriate to reflect not only such relative benefits but also the relative
fault of such indemnifying party, on the one hand, and such indemnified party,
on the other hand, in connection with the statements or omissions which
resulted in such Losses as well as any other relevant equitable
considerations. Benefits received by the Company shall be deemed to be equal
to the total net proceeds from the Initial Placement (before deducting
expenses) as set forth in the Final Memorandum. Benefits received by the
Initial Purchasers shall be deemed to be equal to the total purchase discounts
and commissions as set forth on the cover page of the Final Memorandum, and
benefits received by any other Holders shall be deemed to be equal to the
value of receiving Securities or New Securities, as applicable, registered
under the Act. Benefits received by any underwriter shall be deemed to be
equal to the total underwriting discounts and commissions, as set forth on the
cover page of the Prospectus forming a part of the Registration Statement
which resulted in such Losses. Relative fault shall be determined by reference
to, among other things, whether any untrue or any alleged untrue statement of
a material fact or omission or alleged omission to state a material fact
relates to information provided by the indemnifying party, on the one hand, or
by the indemnified party,


                                      16
<PAGE>


on the other hand, the intent of the parties and their relative knowledge,
access to information and opportunity to correct or prevent such untrue
statement or omission. The parties agree that it would not be just and
equitable if contribution were determined by pro rata allocation (even if the
Holders were treated as one entity for such purpose) or any other method of
allocation which does not take account of the equitable considerations
referred to above. Notwithstanding the provisions of this paragraph (d), no
person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Act) shall be entitled to contribution from any person who was
not guilty of such fraudulent misrepresentation. For purposes of this Section,
each person who controls a Holder within the meaning of either the Act or the
Exchange Act and each director, officer, employee and agent of such Holder
shall have the same rights to contribution as such Holder, and each person who
controls the Company within the meaning of either the Act or the Exchange Act,
each officer of the Company who shall have signed the Registration Statement
and each director of the Company shall have the same rights to contribution as
the Company, subject in each case to the applicable terms and conditions of
this paragraph (d).

          (e) The provisions of this Section will remain in full force and
effect, regardless of any investigation made by or on behalf of any Holder or
the Company or any of the indemnified persons referred to in this Section 6,
and will survive the sale by a Holder of securities covered by a Registration
Statement.

          7. Underwritten Registrations. (a) If any of the Securities or New
Securities, as the case may be, covered by any Shelf Registration Statement
are to be sold in an underwritten offering, the Managing Underwriters shall be
selected by the Majority Holders.

          (b) No person may participate in any underwritten offering pursuant
to any Shelf Registration Statement, unless such person (i) agrees to sell
such person's Securities or New Securities, as the case may be, on the basis
reasonably provided in any underwriting arrangements approved by the persons
entitled hereunder to approve such arrangements; and (ii) completes and
executes all questionnaires, powers of attorney, indemnities, underwriting
agreements and other documents reasonably required under the terms of such
underwriting arrangements.

          8. Registration Defaults. If any of the following events shall
occur, then the Company shall pay liquidated damages (the "Registration
Default Damages") to the Holders of Securities in respect of the Securities as
follows:

          (a) if any Registration Statement required by this Agreement is not
     filed with the Commission on or prior to the date specified for such
     filing in this Agreement, then Registration Default Damages shall accrue
     on the Registrable Securities from and including such date at a rate of
     .50% per annum until the date that is one year from the Closing Date and
     at a rate of 1.00% per annum thereafter; or

          (b) if any Registration Statement required by this Agreement is not
     declared effective by the Commission on or prior to the date by which
     reasonable best efforts are to be used to cause such effectiveness under
     this Agreement, then Registration Default Damages shall accrue on the
     Registrable Securities from and including such date at a rate



                                      17
<PAGE>

     of .50% per annum until the date that is one year from the Closing Date,
     and at a rate of 1.00% per annum thereafter; or

          (c) if the Registered Exchange Offer is not consummated on or prior
     to the date that is 240 days of the Closing Date, then Registration
     Default Damages shall accrue from and including such date on the
     Registrable Securities at a rate of 0.50% per annum until the date that
     is one year from the Closing Date and at a rate of 1.00% per annum
     thereafter; or

          (d) if any Registration Statement required by this Agreement has
     been declared effective but ceases to be effective at any time at which
     it is required to be effective under this Agreement, then commencing on
     the day the Registration Statement ceases to be effective, Registration
     Default Damages shall accrue from and including such date on which the
     Registration Statement ceases to be effective on the Registrable
     Securities at a rate of .50% per annum until the date that is one year
     from the Closing Date and at a rate of 1.00% per annum thereafter;

          provided, however, that (1) upon the filing of the Registration
     Statement (in the case of paragraph (a) above), (2) upon the
     effectiveness of the Registration Statement (in the case of paragraph (b)
     above), (3) upon the consummation of the Registered Exchange Offer (in
     the case of paragraph (c) above), or (4) upon the effectiveness of the
     Registration Statement which had ceased to remain effective (in the case
     of paragraph (d) above), Registration Default Damages shall cease to
     accrue.

          9. No Inconsistent Agreements. The Company has not entered into, and
agrees not to enter into, any agreement with respect to its securities that is
inconsistent with the rights granted to the Holders herein or that otherwise
conflicts with the provisions hereof.

          10. Amendments and Waivers. The provisions of this Agreement may not
be amended, qualified, modified or supplemented, and waivers or consents to
departures from the provisions hereof may not be given, unless the Company has
obtained the written consent of the Holders of a majority of the aggregate
principal amount of the Registrable Securities outstanding; provided that,
with respect to any matter that directly or indirectly affects the rights of
any Initial Purchaser hereunder, the Company shall obtain the written consent
of each such Initial Purchaser against which such amendment, qualification,
supplement, waiver or consent is to be effective; provided, further, that no
amendment, qualification, supplement, waiver or consent with respect to
Section 8 hereof shall be effective as against any Holder of Registered
Securities unless consented to in writing by such Holder; and provided,
further, that the provisions of this Article 10 may not be amended, qualified,
modified or supplemented, and waivers or consents to departures from the
provisions hereof may not be given, unless the Company has obtained the
written consent of the Initial Purchasers and each Holder. Notwithstanding the
foregoing (except the foregoing provisos), a waiver or consent to departure
from the provisions hereof with respect to a matter that relates exclusively
to the rights of Holders whose Securities or New Securities, as the case may
be, are being sold pursuant to a Registration Statement and that does not
directly or indirectly affect the rights of other Holders may be given by the
Majority Holders, determined on the basis of Securities or New Securities, as
the case may be, being sold rather than registered under such Registration
Statement.



                                      18
<PAGE>


          11. Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand-delivery, first-class
mail, telex, telecopier or air courier guaranteeing overnight delivery:

          (a) if to a Holder, at the most current address given by such holder
to the Company in accordance with the provisions of this Section 11, which
address initially is, with respect to each Holder, the address of such Holder
maintained by the Registrar under the Indenture;

          (b) if to the Representatives, initially at the address or addresses
set forth in the Purchase Agreement; and

          (c) if to the Company, initially at its address set forth in the
Purchase Agreement.

          All such notices and communications shall be deemed to have been
duly given when received.

          The Initial Purchasers or the Company by notice to the other parties
may designate additional or different addresses for subsequent notices or
communications.

          12. Remedies. Each Holder, in addition to being entitled to exercise
all rights provided to it herein, in the Indenture or in the Purchase
Agreement or granted by law, including recovery of liquidated or other
damages, will be entitled to specific performance of its rights under this
Agreement. The Company agrees that monetary damages would not be adequate
compensation for any loss incurred by reason of a breach by it of the
provisions of this Agreement and hereby agrees to waive in any action for
specific performance the defense that a remedy at law would be adequate.

          13. Successors. This Agreement shall inure to the benefit of and be
binding upon the parties hereto, their respective successors and assigns,
including, without the need for an express assignment or any consent by the
Company thereto, subsequent Holders of Securities and the New Securities, and
the indemnified persons referred to in Section 6 hereof. The Company hereby
agrees to extend the benefits of this Agreement to any Holder of Securities
and the New Securities, and any such Holder may specifically enforce the
provisions of this Agreement as if an original party hereto.

          14. Jurisdiction. The Company and each of the Initial Purchasers
agrees that any suit, action or proceeding against any party hereto brought by
any other party hereto, the directors, officers, employees and agents of any
such other party hereto, or by any person who controls any such other party
hereto, arising out of or based upon this Agreement or the transactions
contemplated hereby may be instituted in any State or U.S. federal court in
The City of New York and County of New York, and waives any objection which it
may now or hereafter have to the laying of venue of any such proceeding, and
irrevocably submits to the jurisdiction of such courts in any suit, action or
proceeding. The Company hereby appoints CT Corporation System, located at 111
Eighth Avenue, New York, New York 10011 as its authorized agent (the
"Authorized Agent") upon whom process may be served in any suit, action or
proceeding arising out of or based upon this Agreement or the transactions
contemplated herein that may be


                                      19
<PAGE>


instituted in any State or U.S. federal court in The City of New York and
County of New York, by any Holder or Initial Purchaser, the directors,
officers, employees, Affiliates and agents of any Holder or Initial Purchaser,
or by any person who controls any Holder or Initial Purchaser, and expressly
accepts the jurisdiction of any such court in respect of any such suit, action
or proceeding. The Company hereby represents and warrants that the Authorized
Agent has accepted such appointment and has agreed to act as said agent for
service of process, and the Company agrees to take any and all action,
including the filing of any and all documents that may be necessary to
continue such appointment in full force and effect as aforesaid. Service of
process upon the Authorized Agent shall be deemed, in every respect, effective
service of process upon the Company. Notwithstanding the foregoing, any action
arising out of or based upon this Agreement may be instituted by any Holder or
Initial Purchaser, the directors, officers, employees, Affiliates and agents
of any Holder or Initial Purchaser, or by any person who controls any Holder
or Initial Purchaser, in any court of competent jurisdiction in Mexico. The
parties hereto each hereby waive any right to trial by jury in any action,
proceeding or counterclaim arising out of or relating to this Agreement.

          15. Currency. Each reference in this Agreement to U.S. dollars (the
"relevant currency") is of the essence. To the fullest extent permitted by
law, the obligation of the Company in respect of any amount due under this
Agreement will, notwithstanding any payment in any other currency (whether
pursuant to a judgment or otherwise), be discharged only to the extent of the
amount in the relevant currency that the party entitled to receive such
payment may, in accordance with its normal procedures, purchase with the sum
paid in such other currency (after any premium and costs of exchange) on the
Business Day immediately following the day on which such party receives such
payment. If the amount in the relevant currency that may be so purchased for
any reason falls short of the amount originally due, the Company will pay such
additional amounts, in the relevant currency, as may be necessary to
compensate for the shortfall. Any obligation of the Company not discharged by
such payment will, to the fullest extent permitted by applicable law, be due
as a separate and independent obligation and, until discharged as provided
herein, will continue in full force and effect.

          16. Waiver of Immunity. To the extent that the Company has or
hereafter may acquire any immunity (sovereign or otherwise) from any legal
action, suit or proceeding, from jurisdiction of any court or from set-off or
any legal process (whether service or notice, attachment in aid or otherwise)
with respect to itself or any of its property, the Company hereby irrevocably
waives and agrees not to plead or claim such immunity in respect of its
obligations under this Agreement.

          17. Counterparts. This Agreement may be signed in one or more
counterparts, each of which shall constitute an original and all of which
together shall constitute one and the same agreement.

          18. Headings. The section headings used herein are for convenience
only and shall not affect the construction hereof.

          19. Applicable Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York applicable to
contracts made and to be



                                      20
<PAGE>


performed in the State of New York. The parties hereto each hereby waive any
right to trial by jury in any action, proceeding or counterclaim arising out
of or relating to this Agreement.

          20. Severability. In the event that any one of more of the
provisions contained herein, or the application thereof in any circumstances,
is held invalid, illegal or unenforceable in any respect for any reason, the
validity, legality and enforceability of any such provision in every other
respect and of the remaining provisions hereof shall not be in any way
impaired or affected thereby, it being intended that all of the rights and
privileges of the parties shall be enforceable to the fullest extent permitted
by law.

          21. Securities Held by the Company, etc Whenever the consent or
approval of Holders of a specified percentage of principal amount of
Securities or New Securities is required hereunder, Securities or New
Securities, as applicable, held by the Company or its Affiliates (other than
subsequent Holders of Securities or New Securities if such subsequent Holders
are deemed to be Affiliates solely by reason of their holdings of such
Securities or New Securities) shall not be counted in determining whether such
consent or approval was given by the Holders of such required percentage.

          22. Entire Agreement. This Agreement constitutes the entire
agreement and supercedes all prior agreements and understandings, both written
and oral, among the parties with respect to the subject matter hereof.



                                      21
<PAGE>


          If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us the enclosed duplicate hereof,
whereupon this letter and your acceptance shall represent a binding agreement
between the Company and the several Initial Purchasers.

                                             Very truly yours,

                                             Vitro, S.A de C.V.


                                             By: /s/ Alvaro Rodriguez
                                                 -----------------------------
                                                 Name:  Alvaro Rodriguez
                                                 Title: Chief Financial Officer


                                             By: /s/ Jose Domene
                                                 -----------------------------
                                                 Name:  Jose Domene
                                                 Title: Chief Operating Officer


The foregoing Agreement is hereby confirmed and
accepted as of the date first above written.

Citigroup Global Markets Inc.
Credit Suisse First Boston, LLC

By:  Citigroup Global Markets Inc.

By: /s/ John Hartzell
    -------------------------------
     Name:  John Hartzell
     Title: Managing Director

Credit Suisse First Boston, LLC

By: /s/ Bryce Lee
    -------------------------------
     Name:  Bryce Lee
     Title: Managing Director



                                      22
<PAGE>



                                    ANNEX A

          Each broker-dealer that receives new securities for its own account
pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such new securities. The Letter of
Transmittal states that by so acknowledging and by delivering a prospectus, a
broker-dealer will not be deemed to admit that it is an "underwriter" within
the meaning of the Act. This prospectus, as it may be amended or supplemented
from time to time, may be used by a broker-dealer in connection with resales
of new securities received in exchange for securities where such securities
were acquired by such broker-dealer as a result of market-making activities or
other trading activities. The company has agreed that, starting on the
expiration date and ending on the close of business one year after the
expiration date, it will make this prospectus available to any broker-dealer
for use in connection with any such resale. See "Plan of Distribution".


                                     A-1


<PAGE>



                                    ANNEX B

          Each broker-dealer that receives new securities for its own account
in exchange for securities, where such securities were acquired by such
broker-dealer as a result of market-making activities or other trading
activities, must acknowledge that it will deliver a prospectus in connection
with any resale of such new securities. See "Plan of Distribution".


                                      B-1

<PAGE>



                                    ANNEX C

                             PLAN OF DISTRIBUTION

          Each broker-dealer that receives new securities for its own account
pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such new securities. This
prospectus, as it may be amended or supplemented from time to time, may be
used by a broker-dealer in connection with resales of new securities received
in exchange for securities where such securities were acquired as a result of
market-making activities or other trading activities. The company has agreed
that, starting on the expiration date and ending on the close of business one
year after the expiration date, it will make this prospectus, as amended or
supplemented, available to any broker-dealer for use in connection with any
such resale. In addition, until __________, ______, all dealers effecting
transactions in the new securities may be required to deliver a prospectus.

          The company will not receive any proceeds from any sale of new
securities by brokers-dealers. New securities received by broker-dealers for
their own account pursuant to the Exchange Offer may be sold from time to time
in one or more transactions in the over-the-counter market, in negotiated
transactions, through the writing of options on the new securities or a
combination of such methods of resale, at market prices prevailing at the time
of resale, at prices related to such prevailing market prices or negotiated
prices. Any such resale may be made directly to purchasers or to or through
brokers or dealers who may receive compensation in the form of commissions or
concessions from any such broker-dealer and/or the purchasers of any such new
securities. Any broker-dealer that resales new securities that were received
by it for its own account pursuant to the Exchange Offer and any broker or
dealer that participates in a distribution of such new securities may be
deemed to be an "underwriter" within the meaning of the Act and any profit of
any such resale of new securities and any commissions or concessions received
by any such persons may be deemed to be underwriting compensation under the
Act. The Letter of Transmittal states that by acknowledging that it will
deliver and by delivering a prospectus, a broker-dealer will not be deemed to
admit that it is an "underwriter" within the meaning of the Act.

          For a period of one year after the expiration date, the company will
promptly send additional copies of this prospectus and any amendment or
supplement to this prospectus to any broker-dealer that requests such
documents in the Letter of Transmittal. The company has agreed to pay all
expenses incident to the Exchange Offer (including the expenses of one counsel
for the holder of the securities) other than commissions or concessions of any
brokers or dealers and will indemnify the holders of the securities (including
any broker-dealers) against certain liabilities, including liabilities under
the Act.

          If applicable, add information required by Regulation S-K Items 507
and/or 508.


                                      C-1


<PAGE>


                                    ANNEX D

Rider A

PLEASE FILL IN YOUR NAME AND ADDRESS BELOW IF YOU ARE A BROKER-DEALER AND WISH
TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY
AMENDMENTS OR SUPPLEMENTS THERETO.

Name:       ___________________________________
Address:    ___________________________________
            ___________________________________

Rider B

If the undersigned is not a Broker-Dealer, the undersigned represents that it
acquired the New Securities in the ordinary course of its business, it is not
engaged in, and does not intend to engage in, a distribution of New Securities
and it has no arrangements or understandings with any person to participate in
a distribution of the New Securities. If the undersigned is a Broker-Dealer
that will receive New Securities for its own account in exchange for
Securities, it represents that the Securities to be exchange for New
Securities were acquired by it as a result of market-making activities or
other trading activities and acknowledges that it will deliver a prospectus in
connection with any resale of such New Securities; however, by so
acknowledging and by delivering a prospectus, the undersigned will not be
deemed to admit that it is an "underwriter" within the meaning of the Act.